Sailing from Lake Encarthan, past the Reaping Rocks, a thousand fog lamps reluctantly emerge from the swirling
haze, and the weirdly echoing din of countless faceless souls heralds one’s arrival in Caliphas, mist-shrouded
capital of Ustalav. Constructed behind the treacherous shield of a natural breakwater, Caliphas flourishes as the nation’s wealthiest, most accessible, and most cosmopolitan city. These factors—along with other, more mysterious persuasions—
argued for the royal court’s relocation to within the city’s walls 30 years ago. Although a new capital, Caliphas is
still an old city, and the grim statuary, soaring buttresses, sharp gables, and endless intimidating embellishments
common to the nation’s oldest cities adorn its ominous structures. New industries also belch black clouds into the
sky, mixing with the frequent fog to cloak some parts of the city in a wretched coat of ash. Yet numerous gardens,
private menageries, and fenced parks dot the crowded cityscape, making Caliphas feel more alive than many Ustalavic cities—which often seem better suited as tombs for dead princes. The past decades have brought thousands of immigrants to the capital. While the nobleborn find and create luxurious housing with ease, their attendants have considerably more trouble. Such has led to not just overcrowding, increased squalor, and street violence in parts of the city, but to stranger crimes against which the overwhelmed constabulary has little defense, such as kidnapping, hidden slavery, underground fighting bouts, mysterious murders, and rumors of terrors lurking amid the city’s labyrinthine sewers.

Obsessions, traditions, innovations, and ambitions crash in a storm of secrets over Caliphas, the capital of the Immortal Principality of Ustalav. Over the ages, the fog has lifted from a certain rugged harbor on the northern shore of Lake Encarthan to reveal wildly differing scenes—a rugged trade outpost, a bastion of the dead, a hotbed of discord, and, today, a cultural war zone. Here the beliefs, goods, and wealth of southern Avistan besiege the staunch, provincial traditionalism of Ustalav. Whether through insight or manipulation, the royal court left the nation’s historical seat of power in Ardis 60 years ago, relocating to be among the rising merchant families and powermongers of Caliphas. Since then, the city has known wealth, prestige, and growing arrogance. Today, under the thick fogs and regular storms that are as much
a part of the city as its crowded streets, steeplelike spires, and treacherous nobility, Caliphas is a city that promises grandeur, but only for a select few. For those without the titles, talent, or wealth to win the city’s fickle affections, Caliphas remains a labyrinth of crime, corruption, disease, exploitation, and horrifying secrets, where lives are cheap and the unwary are all too often swallowed by the fog, never to be seen again.

In 4727 the rule of Prince Aduard Ordranti III was cut short by an untimely, but presumed natural, death. The long-since predicted heir to the throne, Reneis Ordranti, ascended to the position of Prince after decades of politicking by his aunt Countess Caliphvaso. Since Reneis ascension to the throne, Caliphas has maintained a semblance of stability and order in otherwise chaotic and unpredictable times.

Geography

Seven districts divide the city of Caliphas: Ashtown, Blackwood, North Cushing, West Cushing, Dowell, Eskcourt, Hawthorne Rows, Laurelight Hill, Leland, and Valpole, each made distinct by its geography, population, or trade. Just beyond the city lie several boroughs that support it, the best known being Crossleigh, where many of Ustalav’s finest ships are built and harbor; Wrenhyde, the garden country where many of Caliphas’s elite keep their manors; and Graystove, where coal and the lives of peasants fuel the constant production of brass, bronze, and great works in metal.

Sites of Interest

Barragaro Road

While much of the city’s commerce is conducted in shops and stands throughout the varied districts, it’s said that one can find anything one wants on Barragaro road. From dusk to dawn, vendors, barrow boys, and traders of all types loudly haggle over goods, from folksy crafts and jerked fish skewers to stolen wares and mysterious curiosities. Although many of the merchants are daily fixtures, some dealers appear, sell their wares for a day, and then are never seen again. The raucous, bustling street always has a carnival atmosphere, attracting street performers and tourists, but also hucksters, con artists, and pickpockets of all types. Just off the sloping street runs Vaingrier Alley, also called Oracle’s Alley, where
sham soothsayers read fortunes in dice and bones, Sczarni dancers distract easy marks, and several of the city’s dealers in magical goods—of both dubious and masterful quality—keep shop. The flower seller Madam Camille (N female human expert 4) and her remarkable hallmark hats are among Barragaro’s most venerable fixtures; the rosycheeked matron possesses an uncanny memory for who’s selling what and who shops where.

Brookman’s Alley

Urban legends claim that Brookman’s Alley is the most haunted street in all of Caliphas, and that on the night of the full moon, blood bubbles up from the cobbles in the shape of a child’s skipping squares. Anyone who passes through the alley on such nights without treading upon the squares in the proper order supposedly draws the attention of the ghosts who haunt the place. Tales regarding the ghosts’ identity contradict one another, however; some claim they were the sisters
Yarri and Yevette, who were mysteriously slain while playing, while others maintain there is but one ghost, the ghost of a Kellid boy stoned to death by the same girls.

The Cairns

Numerous families of Kellid descent cram into several tightly packed blocks of tenements and aggrandized shacks. Vying for more space, the residents have taken to building elaborate cellars, many of which connect to a maze of shared halls and communal living spaces. Among the alleys and ramshackle courtyards topside stand numerous distinctly Kellid decorations, including crude menhirs of wood and scrap metal, the graffiti on some bearing bold similarities to glyphs
associated with the strictly outlawed shamanistic Kellid faiths of old. The noseless crone Brynran Khoraseid (CN female human oracle 7), the oldest resident of the Cairns, is regarded as grandmother and leader by much of Caliphas’s impoverished Kellid population.

Castle Balatz

Traders and travelers across Ustalav and beyond curse the name Balatz, Caliphas’s main trade gate. All merchants and newcomers to the city must enter through the fanglike portcullises of the fortress, where taxes are levied and travelers are documented. Although the members of the city constabulary who guard the gate are susceptible to taking bribes, the gazes of the military patrols minding the castle walls often deter even the greediest guards. Balatz also holds the offices of General Drannon Ulvodos (LE male human cavalier 8/noble 2), head of the Ustalavic army, and of his support staff. While the aging general has never seen battle—his father having won him the title in a decades-old political machination—he seeks every opportunity to indulge his power, constantly counseling the prince to warlike ends.

Castle Borgoffi

While Castle Golbanze is Caliphas’s shield against threats from the sea, Borgoffi is the city’s rusting sword. Bristling with ballistae and mangonels, the fortress boasts a vast arsenal of deadly projectiles, including hull-perforating spears, alchemist’s fire bombs, and casks of quicklime. The castle’s eccentric master of arms, Ritambros Deymarian (N male human alchemist 4), also experiments in the development of new weapons of war, and has been known to pay for such strange materials as molds from the Darklands, undead body parts, and diseased rats to employ in the creation of his prototype arms and ammunitions. Yet for all of its armaments, Borgoffi sees little action outside of regularly scheduled exercises. Colonel Joelm Colmar (N male human fighter 5), the commanding officer of the fortress, resents his position, seeing the post as a boring career cul-de-sac. On most days, he entertains himself by tending to his two dozen pet ravens, kept in an expansive coop on the castle’s roof.

Castle Golbanze

The shattered skeletons of decades’ worth of wrecked ships strewn below the walls of Castle Golbanze shock many travelers crossing Lake Encarthan, leading some to mistake Caliphas for a fortress-city only momentarily freed from the grip of war. In truth, Caliphas hasn’t known invasion from the sea since the Shining Crusade, but the capital of Ustalav is prepared nonetheless. Castle Golbanze looms over the Reaping Rock, vigilant for threats from the waves, its numerous hook- and fire-throwing weapons bristling from its sharp crenellations, while its tower beacons warn vessels away from the jagged rocks below. Facing inland, the fortress’s walls drop toward the docks of the royal navy, where many of Ustalav’s
black-and-purple-sailed ships find moorage. Under the command of the honorable Admiral Marris Riddian (LG female human fighter 9), the fortress and navy keep both the capital and the broader Ustalavic coast safe from threats, and only rarely engage with threats from lake pirates, aquatic monsters, and seafaring Razmiran zealots. Operating under the direction of the admiral, some of the Ustalavic navy’s most famed and infamous ships and captains include the Devilfish, under the command of Captain Almira “Cardinal” Perine (NG female human ranger 6); the Princess Maraet, the ship of Captain Liald
Gaspair (LE male human bard 5); and the largest vessel in the f leet, the Indomitable, commanded by Captain Leos Tailor (LG male human cavalier 8).

Castle Mashir

Guardian over Caliphas’s harbor and west gate, Castle Mashir serves triple duty as military bastion, seat of the city’s port authority, and prison. The fortress’s three facets function with near autonomy, though the humorless Brigadier Holladyne Vronds (LN male human fighter 7) presides as the official commander. So named for its lack of exterior entrances, the
Gateless Tower is the fort’s prison, its squat shape and thick walls housing Caliphas’s most dangerous prisoners.
Warden Browden Celdmoor (LN male human expert 5) takes his role as rehabilitator especially seriously, extolling
the virtues of Pharasma’s worship and forced labor. The office of Harbormaster Jasaline Morstenni (LG female human
rogue 5) overlooks the city’s busy western docks. Strict and stern when it comes to matters of nautical taxes and
safety, Morstenni holds the respect of her officers and regulars on the city’s docks, her charm and good looks easing the sting of the citations and fines typically left in her wake.

Castle Stryithe

The seat of Ustalav’s government seems the perfect setting for treachery. Beneath a crown of needle-sharp spires and
knotting buttresses, the vast and ominous structure holds the throne of Ustalav’s prince, the 16 stations of the Hall of
Peers that make up Ustalav’s fractious congress of counts, the Gallery of Ancestors portrait hall, and numerous meeting chambers, treasuries, libraries, rooms for visiting ambassadors, and other luxuries of the nation’s rulers. Yet some claim that the castle wasn’t built for the princes of Ustalav alone, but also for those who would oppose them, with secret chambers, arsenals, traps, and passages lurking throughout the castle, as well as a secret command center capable of turning the entire palace into a deathtrap with the flip of a lever.

When word of the royal court’s relocation reached her, Countess Caliphvaso ordered and personally oversaw the construction of Stryithe, a castle of elegant stained glass, daring flourishes, and crimson stone. Now completed, the imposing, spire-crowned citadel rises from the city’s center like a bladed, fiendish heart trapped amid a web of mounting buttresses. Home to the audience hall and black-antlered royal throne of Prince Ordranti, the echoing Hall of Peers with its 16 traditional stations, the portrait hall known as the Gallery of Ancestors, the royal archives, a private wing for visiting dignitaries, and a maze of shadowed alcoves, conference chambers, and salons, Servants also spread rumors of myriad secrets, both predictable—like hidden floors, shifting passages, and escape routes—and sinister, such as shafts to unknown oubliettes, stores of treacherously hidden poison, and construction plans that suggest blasphemous agendas.

Crown and Carriage Livery Yard

Many of Caliphas’s nobles board their personal steeds at the Crown and Carriage, the city’s most prestigious stables. Owner Ullammo Torisi (LN male human fighter 2) has ties to the Whitestaff Ranch in Canterwall, and occasionally has fine
steeds for sale—including the fell ponies popular among riders of many of the nation’s rockier counties.

Dalliance

Specializing in Taldan cuisine, the restaurant of Chef Vido Caldoveri (N male human bard 4) ranks among the finest in Caliphas. Part of its appeal comes from its mystery, as Caldoveri closely guards the secret of his menu—which changes nightly, supposedly without repetition—and exotic ingredients. Unless one is royalty, reservations to dine at Dalliance
must be placed months in advance, and while the prices prove as extravagant as the mysterious multiple-course meals, the house’s lavish amenities—like private dining rooms, skilled musicians, individual wait staff, and personal food tasters—make the experience well worth the cost.

Dawngrace Memorial

Beneath the tarnished bronze sword of a Taldan knight, a granite block bears the family names of the 12,488 souls who gave their lives to wrest Caliphas from the grip of the Whispering Tyrant. Although Iomedae’s faith largely died out in the city over 80 years ago, the Andoran priest Indrenen “Oak” Corbakas (LG male human cleric 9) led a small mission of Iomedaeans to Caliphas 4 years ago and consecrated a new shrine on the memorial grounds. Since the reestablishment of Dawngrace, the clergy has garnered few adherents, the locals proving resistant to turning from the Pharasmin traditions
of their people. The Iomedaeans’ hopes of reclaiming the Abbey of Sante-Lymirin, situated to the north of the city, and rededicating it as a center of Iomedae’s worship have alsomet with frustration, as negotiations are bogged down in a
bureaucratic quagmire aggravated by the abbey’s current owner, Countess Caliphvaso.

Devil’s Cut

Although the Reaping Rock creates an ideal natural harbor, it’s not without its drawbacks. Much of the filth that slips into Caliphas harbor, be it runoff from industry, drainage from the city sewer, sediment washing along the coastline, or other refuse, becomes trapped within the cove. While a significant amount sinks to the bottom, that which f loats upon the black water eventually finds its way to the Devil’s Cut, a filthy quagmire of trash and pollution almost thick enough to walk upon. Scavengers, both animal and human, frequently pick over what washes up in the constantly churning muck, the occasional lost treasure or unlooted body rewarding those with the stomach to face the wretched smell. But some unfortunates tell of tarry things that slip beneath the surface of the muck and drag down any who would steal their reeking treasure.

Havenguard Lunatic Asylum

A most unusual hospital spreads its batlike wings across the crumbling cliffs overlooking Caliphas. Here doctors seek to see past legends of fiendish possessions and cursed blood to treat unfortunates suffering from ailments of the mind. Under the direction of its founder, the dedicated but locally slandered Dr. Beaurigmand Trice (NG male bard 10), the asylum’s physicians attempt to protect, understand, and heal without the aid of expensive magical interventions—though many admit incomplete understanding of the maladies they treat, or missteps in their more experimental therapies.
Occasionally, the physicians’ treatments reveal unsettling causes of their patients’ unease, which makes Dr. Trice’s standing as a venture-captain of the Pathfinder Society and his hospice’s support of the organization’s members a frequently employed boon. Lethean Manor: Private gardens of sweetly scented poisons and watchful statuary hide the ancestral town home of Caliphas’s counts. Built upon the Laurelight Hill, the luxurious estate of Carmilla Caliphvaso serves as the most frequently used of the countess’s residences, as well as the abode of her all-male staff and the site of her
frequent private fetes. Those who answer the countess’s personal invitations recall decadent accommodations and
hedonistic entertainment amid impressions of scandalous innuendoes and constant observation, but little else.

Dr. Trice firmly believes that humans hold the power within themselves to help one another. To this end, he has pursued a life as a healer, yet he forgoes reliance on divine magic. Through a lengthy career, his interests have come to focus on maladies of the mind, the study and healing of which brought him to construct Havenguard Lunatic Asylum. Many in Caliphas misunderstand Dr. Trice’s intentions and unconventional treatments, viewing the asylum as a prison or house of horrors. Yet the good doctor has been able to help untold numbers of unfortunates, and for those whom he can’t aid medically, Trice relies upon his position as a Pathfinder venture-captain to find others capable of offering assistance. To this end, he maintains Ustalav’s largest Pathfinder lodge on his hospice’s grounds. With the asylum’s seemingly endless number of patients, Trice has come to rely more and more on his assistant Cereis Linas (N female sorcerer 6), especially in regard to the fascinating but frightening case of Mr. Tembs (CE male witch 10), a confessed but unconfirmed murderer with at least three deadly personalities.

The Hound's Tooth

Packed every night with craftsmen, stevedores, and others of the city’s working class, the Hound’s Tooth offers little in the way of atmosphere or food, but the drinks are cheap and only lightly watered, which is enough to keep the crowd happy. A former constable, barkeeper Shaid Boxmon (NG male human ranger 3) lives above the tavern with his wife, Fhanna, and two teenage sons, Quinn and Shaid, Jr. Protective of his family and those he deems worth the effort, Shaid knows more about the dark side of Caliphas than he is comfortable sharing, and has been known to violently expel patrons from his bar merely for giving him a bad feeling.

Lethean Manor

Countess Carmilla Caliphvaso (LE female human aristocrat 4/rogue 13), ruler of both Caliphas city and county, makes her home within this palace of crimson f lowers and ruby glass. Her frequent galas number among the most prestigious social events in the city, and regularly include invitations to members of the lower classes who have managed to capture the
countess’s attentions. These fetes are typically of such decadence that participants regularly cannot remember the festivities—or go missing altogether.

The Majesty

An endless river of visiting nobles and dignitaries passes through Caliphas, and all expect to indulge in the same opulent accommodations they demand at home. Catering to the elite of the elite—as only they can afford the extravagant prices—the Majesty Hotel rises four stories and boasts more than 100 rooms, several decorated in themes to make guests from foreign countries or climes more comfortable. Four lavish suites sprawl across the penthouse floor, though of these only
three are ever rented, as the owner, Orenthal Rightier (LN male human expert 7), refuses to ever let Room 404.

Maiden’s Choir

A gigantic dome of amethyst-veined black marble stares unblinkingly heavenward from Caliphas’s temple of Pharasma like some vast empty socket. At the chapel’s heart stands a silver, mausoleumlike reliquary said to bear such holy treasures as the Sarkorin song skulls, the scroll bones of Father Gesenge, the armored Gown of Tears, and—or so high priestess Mother Verith Thestia (NG female cleric 12) claims—one of the steel splinterfeathers of the goddess’s own herald.

The royal church of Pharasma counts most of the city’s pious among its congregation. Mother Thestia presides over the ancient and impressively domed structure, which has existed in some form since even before the reign of the Whispering Tyrant. Some whisper that a horrifying remnant of the lich lord’s rule still lies locked away in the temple’s catacombs, but both Mother Thestia and Zetiah Mardhalas (LN female inquisitor 6), the cathedral’s merciless exorcist, deny such claims.

Mists and Dreams

The smell of cloves and cinnamon dominates the cramped, smoky tea house of the veiled Vudrani fortune-teller Tidadimara (CN female human rogue 4). In truth, though, there’s not a Vudrani splinter in all of Mists and Dreams—the “imported” teas are mixtures of local varieties, the “naga” over the bar is in fact the head of a Garundi mercenary stitched to the
body of an overlarge blacksnake, and Seleis “Tidadimara” Savoisi was born in Magnimar, not Bannaquet as she claims (and which she mispronounces as “Bana-quaint”). The true business of Mists and Dreams takes place in its cellars, where Tidadimara runs a pesh den selling the concoctions of the mysterious Dr. Low.

Palace of Voices

The royal theater and opera, the Palace of Voices stands as the pinnacle of society and entertainment for the Ustalavic elite. Brother and sister Paulo (NE male human bard 4) and Marrian Carameizta (CE female human rogue 5) own the theater, having jointly inherited it from their deceased parents. Although both love the stage and the storm of society and prestige that surrounds it, they loathe one another and have diametrically opposed philosophies on how to run the centuries-old opera. While the owners nurse childhood grudges and petty rivalries, the staff and stage company look to conductor Aldentor Rudono (N male bard 9) for leadership. Rudono is an aging musical genius who leads the theater to riveting season after season, while keeping up a love-hate relationship with Headmistress Calmadra Vhalikackos of the Karcau Opera.

The Quarterfaux Archives

Both museum and academy to Caliphas’s young nobles, the curators of the Quarterfaux Archives seek not to explore the world, but to bring its wonders to Ustalav. Whether gathered by traveling professors or purchased from unscrupulous organizations, the artifacts of the museum’s collection range from Ulfen longboats and mysterious northland fossils to living elven root sculptures and strange Mwangi fetishes. Currently of greatest local interest are the Canopic Ethers of Menedes
XIV discovered by Osiriontologist Abraun Chalest, and the temporary display of the Moulot Family’s Thassilonian treasure, the Invidian Eye.

The hundreds of thousands of relics, rarities, curiosities and documents that make up the royal collection of Ustalav reside in the cold vaults, libraries, and exhibits collectively known as the Quarterfaux Archives. While only a fraction of the collection is kept on display, scholars and students from among the country’s most elite families come here to study under some of the greatest—if most conservative—minds in the nation. Very few are allowed access to the greater collection,
typically only those of noble lineage whose families have made significant donations to the museum, but even then there are still certain works and artifacts that can only be viewed with the written permission of the museum’s head curator, Regan Saramul (LN female bard 7).

The Reaping Rock

The rugged natural breakwater that shelters the city harbor, the cliffs collectively known as the Reaping Rock
have brought both life and death to Caliphas. The cliffs are a great boon to the city, sheltering both the country’s naval and merchant fleets from the storms that frequently blow across Lake Encarthan. Yet the mossy cliffs have also spelled doom for dozens of vessels, as hidden rocks conspire with unpredictable winds and currents to send whole crews to their
deaths within sight of a safe harbor. The broken hulls of dozens of ships lie strewn along the length of the Rock, the most infamous being the wreck of the Silver Star, crashed by a heartbroken navigator, and the Trackless, a vessel lost 40 years ago that reappeared during a storm in 4710 ar and wrecked upon the cliff, with no signs of the crew ever found.

The Seventh Eye

Incongruously situated amid several warehouses near the city’s eastern docks, this strange restaurant keeps unpredictable hours. The Seventh Eye only opens when its owner, the mysterious Dr. Low (LE male human sorcerer 10), wishes it. Few beyond his network of agents have ever met Dr. Low face to face, but reports invariably describe him as an unfailingly polite and wellcultured man of obvious Tian descent, with some honoring him as a mystic and genius, while others curse him as a criminal and sadist. For years, the city constabulary has sought to pin charges of kidnapping, smuggling, slavery, illegal magic, murder, and other crimes on the imperturbable foreigner, only to have their leads evaporate or witnesses vanish at the last moment.

Traitor’s Drop

Cluttered with debris and harbor trash, this out of use slipway serves as the traditional disposal site for beaten or murdered traitors and deserters. Locals—especially sailors and stevedores—regard being left in the filthy brine of the Drop as a particularly disgraceful end, making it a popular place to ditch the dead or half-dead. The establishment of a constabulary post nearby has not decreased the Drop’s use, and constables on watch frequently marvel over bodies discovered in the morning despite no one having been observed approaching the slipway all night.

Whiteshaw

A squat, fortresslike wall surrounds the plain stone building at the corner of White Avenue and Shaw Street, the headquarters of the Caliphas Department of Constables and Investigators. The gruff, jaded Captain Boverde Hoptler
(LN male human aristocrat 2/fighter 5) is officially responsible for running the department, as well as for holding the broader mandate of “ensuring the safety of Caliphas and all its people.” However, the small Bureau of Special Affairs,
overseen by Mirakas Vashalnt (LE female human rogue 6/master spy 2), also works out of Whiteshaw. The mysterious
agency exists outside Hoptler’s command, instead reporting directly to the prince’s advisor, Diauden (LN male human rogue 10).